Terms & Conditions VDF

  1. ENGAGEMENT OF SERVICES
    The Coop Member accepts to join a diaspora pool provided by TLH for the specific administrative service as set forth in the terms and conditions (‘T&C’).
  2. DUTIES AND RESPONSIBILITIES
    1. TLH
      1. TLH shall use its reasonable efforts to provide the Coop Member its service with respect to the diaspora subscription of the Coop Member.
      2. TLH shall keep proper records of all transactions engaged in on behalf of the Coop Member and at the Client’s request send a report of such transactions through Vizient Coop.
      3. TLH shall always act on the instruction of the Coop Member as communicated by Vizient Coop, and no activity in the Coop Member’s family office shall be facilitated without prior instructions.
    2. The Coop Member
      1. The Coop Member shall always provide accurate and complete information to TLH through Vizient Coop and any other relevant information and instruction necessary for TLH to make informed decisions on the Coop Member’s family office.
  3. DURATION OF RELATIONSHIP
    The Relationship between parties shall exist for the lifetime of the Coop Member’s subscription to Vizient Coop or termination of the same.
  4. INDEMNIFICATION
    Parties shall indemnify and hold the Injured Party and its affiliates, officers, directors, employees, and agents (collectively, the “Indemnitees”), from and against all losses, damages, liabilities, claims, and expenses (including reasonable dispute resolution fees) arising out of or resulting from:

    1. any breach by a Defaulting Party of its obligations under this T&C ;
    2. any negligent or willful act or omission of a Defaulting Party or its affiliates, officers, directors, employees, or agents in connection with the Fund;
    3. any misrepresentation or omission by a Defaulting Party or its affiliates, officers, directors, employees, or agents in connection with the Fund;
    4. any violation by Defaulting Party or its affiliates, officers, directors, employees, or agents of applicable law or regulation in connection with the Fund
  5. AMENDMENT AND WAIVERS
    No amendment shall be valid or binding except same is done in writing and executed by the Parties hereto. No waiver of any provision in this Agreement will be effective or binding unless same is made in writing and signed by the Party purporting to give same.
  6. ASSIGNMENT
    The Parties to this Agreement shall not assign or transfer any rights and obligations under this Agreement to a third party without the prior consent of the other.
  7. LIABILITY
    1. Parties agree that TLH shall not be liable for any losses, damages, or expenses incurred by the Coop Member in connection with the investments made on behalf of the Coop Member by Vizient Coop.
    2. The Coop Member acknowledges and agrees that any investment made by TLH on the Coop Member’s behalf through Vizient Coop is done at the Coop Member’s own risk, and TLH shall have no responsibility or liability for the success or failure of any investment.
  8. CONFIDENTIALITY
    1. TLH shall maintain all information concerning the Coop Member on a confidential basis, provided that it may, where required, disclose such information in the following instances:
      1. to companies providing a service to TLH or acting as TLH’s agents, including, but not limited to, subcontractors (including their agents) and professional advisers, on the understanding that they will keep the information confidential;
      2. Third party(s) as a result of any restructuring, sale or acquisition of any SPV set-up for the purpose of an investment/financing, provided that any recipient uses the information for the same purposes as it was originally supplied to, and/or used by, TLH;
      3. Persons notified to TLH by the Coop Member as authorized to receive confidential information regarding an ongoing investment/project;
      4. where TLH has a duty under law, regulation, or policy to do so.
      5. In instructing TLH to make payments to and on behalf of the Coop Member from time to time, the Coop Member agrees on behalf of itself and others involved in the said payments, that details of the payment (including information relating to those involved in the payment), may where, appropriate be sent to regulators and public authorities in connection with their legitimate duties including, but not limited to, the detection and prevention of crime.
    2. The Coop Member and TLH each understand that confidential information may be transmitted over electronic mail and there are risks associated with the use of electronic mail, which can include the risk of interception, breach of confidentiality, alteration, loss or a delay in transmission, and that information sent by this means may be susceptible to forgery or distortion, and, by disclosing confidential information pursuant to this Agreement through electronic email, the Coop Member accepts the risks of distribution by electronic mail and waives any claim against TLH and its affiliates for losses that may result from any use of electronic mail provided always that TLH and its agents or representatives have taken all reasonable precautions to prevent such unauthorized disclosure.
    3. The Coop Member shall keep confidential and not make use or act upon any confidential information whether written (including information contained in electronic format) or oral concerning investment opportunities, projects (concluded, ongoing or/and potential) and other businesses/affairs of TLH that it obtains or receives as a result of being a Coop Member (“the Information”), for any other purpose other than in relation to its relationship with TLH.
  9. GOVERNING LAW AND DISPUTE RESOLUTION
    This Agreement shall be governed by the laws of the Federal Republic of Nigeria. All disputes between parties shall be subject to mediation first, upon failure of parties to resolve their issues, the dispute shall be referred to a properly constituted arbitral tribunal agreed between parties and sitting in Lagos. The award from the tribunal shall be binding and conclusive.
  10. NOTICES
    All notices and other communications hereunder required to be given must be in writing and delivered by hand to the other party or sent by courier to the address given below or via email. A notice will be deemed to have been duly given upon acknowledgement of receipt of same. Notices under this Agreement shall be sent to the Party’s email address set out below. Notices may be given and shall be deemed received.

    1. For TLH – By mail to olanrewaju@tlh.com.ng (cc: eniola@tlh.com.ng and nathanella@tlh.com.ng )
    2. For the Coop Member – Using the contact information provided on the members dashboard
  11. ENTIRE AGREEMENT
    This Agreement and any other document referred to in this agreement constitutes the entire agreement between the parties and supersede any prior written or oral agreement made between them.
  12. SEVERABILITY
    Every provision in this Agreement is intended to be severable. If any provision is invalid for any reason whatsoever, such invalidity shall not affect the validity of other clauses in this Agreement.
  13. COUNTERPARTS
    This Agreement may be executed in several counterparts, all of which constitute a single agreement between the Parties.
  14. DISCLAIMER
    Although TLH confirms it shall carry out its analysis on investments/projects, it is however understood that the Coop Member carefully considered the investment and all related charges, expenses, uncertainties and risks, including all uncertainties and risks associated with each investment/project and is willing and able to accept the high risks associated with investments.